Microchip Technology (MCHP) 10-K risk factor changes: FY2022 vs FY2021

- dependence on foreign [removed: sales] [added: sales, suppliers,] and operations, which exposes us to foreign political and economic risks;

- reliance on sales into governmental [removed: projects;][added: projects, and compliance with associated regulations;]

- attacks on our IT [removed: systems and data,] [added: systems,] interruptions in our IT systems, or improper handling of data;

- fines, restrictions or delay in our ability to export [added: or import] products, or increase costs associated with the manufacture or transfer of products;

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- impact of the legislative and policy changes implemented [added: globally] by the [removed: new administration;][added: current or future administrations;]

- general economic, industry, public health or political conditions in the U.S. or internationally, including [added: uncertain economic conditions in China or the] ongoing uncertainty surrounding the COVID-19 pandemic and its implications;

- disruptions in our business, our supply chain or our customers' businesses due to public health concerns (including viral outbreaks such as COVID-19), cybersecurity incidents, terrorist activity, armed conflict, [removed: war,] [added: war (including Russia's invasion of the Ukraine),] worldwide oil prices and supply, fires, natural disasters or disruptions in the transportation system;

- our ability to [added: continue to] increase our factory capacity to respond to changes in customer demand;

- availability of raw materials, supplies and [removed: equipment;][added: equipment due to supply chain constraints or other factors;]

Uncertain global economic and public health conditions, such as the COVID-19 pandemic, have caused [removed: or] [added: and] may [added: in the future] cause our operating results to fluctuate significantly and make comparisons between periods less meaningful.

Any downturn in global [added: or regional] economic conditions, as a result of the COVID-19 [removed: pandemic] [added: pandemic, the enactment of broad sanctions by the U.S.] or [removed: otherwise,] [added: other countries against Russia, or risks of rising interest rates or inflation,] may adversely impact their financial viability.

We may lose sales if suppliers of raw materials, components or equipment fail to meet our or our customers' [removed: needs or] [added: needs,] increase [removed: costs due to the impact of the COVID-19 pandemic, increased tariffs] [added: prices] or [removed: other factors.][added: are impacted by increases in tariffs.]

We have experienced supply shortages from time to time in the past, and on occasion our suppliers have told us they need more time to fill our [removed: orders or] [added: orders,] that they [added: cannot fill certain orders, that they] will no longer support certain equipment with updates or [removed: parts.][added: parts, or that they are increasing prices.]

In particular, [added: in fiscal 2022,] we [removed: have recently] experienced [added: increased prices at certain suppliers, and] longer lead times for some assembly raw materials required for production purposes.

The supplies necessary for our business could become more difficult to obtain as worldwide use of semiconductors [removed: increases.][added: increases, or due to supply chain disruptions or political instability.]

Also, the [added: reduced availability of necessary labor, the] impact of the COVID-19 [removed: pandemic] [added: pandemic,] or the application of [added: sanctions,] trade restrictions or tariffs by the U.S. or other countries may adversely impact the industry supply chain.

The [added: labor,] supplies and equipment necessary for their businesses could become more difficult to obtain for various reasons not limited to business interruptions of suppliers, [added: reduced availability of labor,] consolidation in their supply chain, the impact of the COVID-19 pandemic, or [added: sanctions,] trade restrictions or tariffs that impair sourcing flexibility or increase costs.

We are highly dependent on foreign [removed: sales] [added: sales, suppliers,] and operations, which exposes us to foreign political and economic risks.

During fiscal [removed: 2020,] [added: 2022,] approximately 78% of our net sales were made to foreign customers, including [removed: 21%] [added: 22%] in China and 15% in Taiwan.

Although our sales in the Chinese market have been strong in recent quarters, competition in China is [removed: intense.][added: intense, and China's economic growth has been projected to slow in calendar 2022.]

[removed: Also, during] [added: In] the [removed: first quarter of fiscal 2021,] [added: past,] economic weakness in the Chinese market adversely impacted our sales volumes in China.

As discussed [removed: in the risk factor] above, the trade relationship between the U.S. and China remains challenging, economic conditions in China remain uncertain, and we are unable to predict whether such uncertainty will continue or worsen in future periods.

If we do not achieve a sufficient level of turns orders in a particular quarter relative to our revenue [removed: targets,] [added: targets or effectively manage] our [added: production based on changes in order forecasts, our] revenue and operating results will likely suffer.

In February 2021, we announced our Preferred Supply Program which offers our customers the ability to receive prioritized [removed: capacity in the second half of calendar 2021 and the first half of calendar 2022.][added: capacity.]

To participate in the program, customers have to place 12 months of orders, which cannot be cancelled or [removed: rescheduled.][added: rescheduled except in the event of price increases.]

The capacity priority [removed: will begin] [added: began] for shipments in July 2021.

Specifically, during [removed: each of] fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020,] [added: 2021,] approximately [removed: 61%] [added: 60% and 61%, respectively,] of our net sales came from products that were produced at outside wafer foundries.

Specifically, during fiscal [removed: 2021,] [added: 2022,] approximately [removed: 47%] [added: 41%] of our assembly requirements and [removed: 43%] [added: 36%] of our test requirements were performed by [removed: third party] [added: third-party] contractors compared to approximately [removed: 55%] [added: 47%] of our assembly requirements and [removed: 46%] [added: 43%] of our test requirements during fiscal [removed: 2020.][added: 2021.]

Due to increased demand for our products, we have [removed: recently] taken actions [added: in recent quarters] to increase our capacity allocation from our wafer fabrication, assembly and test subcontractors.

However, we expect foundry capacity to continue to be [removed: tight] [added: limited] due to strong demand for wafers across the industry and there can be no assurance that we will be able to secure [added: the necessary allocation of capacity from our wafer foundries and other contractors,] further additional capacity [added: with the ability to manufacture the process technologies that we need,] or that such capacity will be available on acceptable terms.

We expect that our reliance on [removed: third party] [added: third-party] contractors may increase over time as our business [removed: grows.][added: grows, and any inability to secure necessary external capacity could adversely affect our operating results.]

Our future operating results could suffer if a significant contractor were to experience production difficulties, insufficient capacity, decreased manufacturing, [added: reduced availability of labor,] assembly and test yields, or increased costs due to disruptions from the COVID-19 pandemic, political upheaval [added: or infrastructure disruption.]

If third parties do not timely deliver products or services in accordance with our quality standards, we may be unable to qualify alternate manufacturing sources in a timely manner [added: or] on favorable terms, or at all.

We have experienced, and [removed: expect to continue to experience,] [added: may experience in the future,] modest pricing declines in certain of our more mature proprietary product lines, primarily due to competitive conditions.

[removed: We] [added: In the past, we] have moderated average selling price declines in many of our proprietary product lines by introducing new products with more features and higher prices.

We have experienced in the past, and [removed: expect to continue to experience,] [added: may experience in the future,] competitive pricing pressures in our memory and non-proprietary products in our analog product line.

[removed: We] [added: However, in the future, we] may be unable to maintain average selling prices due to increased pricing pressure, which could adversely impact our operating results.

Integrated circuits manufacturing processes are complex and sensitive to many factors, including contaminants in the [removed: manufacturing environment or materials used, the performance of our personnel and equipment, and other quality issues.]

Our operating results are adversely affected when we operate below [removed: optimal] [added: normal] capacity.

- fluctuations in the amount and timing of our common stock repurchases;

- increased costs and availability of raw materials, supplies, equipment, utilities, labor, and/or subcontracted services for wafers, assembly and test;

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- rising interest rates or inflation; and

Such conditions are expected to continue.

We do not purchase significant amounts of equipment from Russia, Belarus, or the Ukraine.

However, the semiconductor industry, and purchasers of semiconductors, use raw materials that are sourced from these regions, such as neon, palladium and nickel.

If we, or our direct or indirect customers, are unable to obtain the requisite raw materials or components needed to manufacture products, our ability to manufacture products, or demand for our products, may be adversely impacted.

While there has been an adverse impact on the world’s palladium and neon supply chains, at this time, our palladium and neon supply chains have been able to meet our needs.

While sales of our products into the regions, and to customers that sell into these regions, have been negatively impacted by the Russian invasion of the Ukraine, at this time, we have not experienced a material impact on our business, results of operations or financial conditions.

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As our manufacturing subcontractors move to more advanced process technologies over time, we may find that they do not invest in some of the trailing edge process technologies on which a large portion of our products are manufactured.

If this occurs, it may limit the amounts of net sales that we can achieve or require us to make significant investments to be able to manufacture these products in our own facilities or at other foundries and assembly and testing contractors.

Additionally, our future operating results could suffer if our wafer foundries and other contractors increase the prices of the products and services that they provide to us.

Some of our subcontractors in China experienced production difficulties due to COVID-19 related disruptions in March 2022, but this did not have a significant impact on our operating results.

Additionally, the impact of COVID-19 related lockdowns in the first quarter of calendar 2022 has adversely impacted Chinese customers and the supply chain.

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We do not have significant sales or operations in Russia, Belarus, or the Ukraine, and we do not purchase significant amounts of equipment from these regions.

However, the semiconductor industry, and purchasers of semiconductors, use raw materials that are sourced from these regions, such as neon, palladium and nickel.

If we, or our direct or indirect customers, are unable to obtain the requisite raw materials or components needed to manufacture products, our ability to manufacture products, or demand for our products, may be adversely impacted.

This could have a material adverse effect on our business, results of operations or financial condition.

While there has been an adverse impact on the world’s palladium and neon supply chains due to the Russia Ukraine conflict, at this time, our palladium and neon supply chains have been able to meet our needs.

While sales of our products into the regions impacted by the Russia Ukraine conflict, and to customers that sell into these regions, have been negatively impacted by the Russian invasion of the Ukraine, at this time, we have not experienced a material impact on our business, results of operations or financial condition.

- supply chain disruptions or delays;

The level of turns orders may also decrease in periods where customers are holding excess inventory of our products.

Our customers may have increased their order levels in previous periods to help ensure they have sufficient inventory of our products to meet their needs, or they may have been unable to sell their products at their forecasted levels.

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Additionally, as orders under this program cannot be cancelled or returned except in the event of price increases, this may result in customers holding excess inventory of our products and thus decrease their need to place new orders in later periods.

At this time, we are not experiencing these types of pricing declines due to favorable industry conditions and demand.

At this time, we are not experiencing these types of pricing declines due to favorable industry conditions and demand.

In fiscal 2022, we experienced cost increases which we were able to pass on to our customers.

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manufacturing environment or materials used, the performance of our personnel and equipment, and other quality issues.

In fiscal 2022, we operated at above normal capacity levels and we expect this to continue if the current supply constraints relative to demand continue.

- availability of skilled employees;

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process technologies and have suffered reduced manufacturing yields or delays in product deliveries.

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To be awarded new contracts, we may be required to meet certain levels of the Cybersecurity Maturity Model Certification that we may not meet, or choose to meet.

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- fluctuations in commodity or energy prices; and

or infrastructure disruption.

Generally, the selling prices of our products increased during fiscal 2021 compared to fiscal 2020 due to increased material costs and increased functionality of products.

contamination, or fire, earthquake, floods, droughts, volcanic eruptions or other natural disasters.

implemented by current or future administrations or by the U.S. Congress.

Even following a divestiture or other exit

with respect to labor requirements, the materials contained in our products, energy efficiency, environmental matters or other items.

Our success depends upon our personnel.

The loss of or inability to attract key personnel, or the loss of or inability to attract sufficient numbers of non-key personnel, particularly production specialists in our manufacturing operations, could harm our business.

We have no employment agreements with any member of our senior management team.

In recent years, we have regularly implemented improvements to our

protection authorities.

If we are

procurement.

Some of our products were adversely affected and are continuing to be affected by the increased tariffs.

Currently, a majority of our revenue is generated from customers located outside the U.S., and a substantial portion of our assets, including employees, are located outside of the U.S. The adoption of the TCJA significantly changed the taxation of U.S.-based multinational corporations, by, among other things, reducing the U.S. corporate income tax rate, adopting elements of a territorial tax system, assessing a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creating new taxes on certain foreign-sourced earnings.

The TCJA is unclear in some respects and will require interpretations and implementing regulations by the Internal Revenue Service (IRS), as well as state tax authorities, and the legislation could be subject to potential amendments and technical corrections, any of which could lessen or increase certain adverse impacts of the legislation.

Changes to the taxation of certain foreign earnings resulting from the TCJA, along with the state tax impact of these changes and potential future cash distributions, will likely have an adverse effect on our effective tax rate.

Furthermore, changes to the taxation of undistributed foreign earnings could change our future plans regarding reinvestment of such earnings.

we do business.

conflict free in a materially different manner than advocated by the Responsible Minerals Initiative or the Dodd-Frank Wall Street Reform and Consumer Protection Act.

In fiscal 2021 and fiscal 2020, we repurchased $3.27 billion and $615.0 million, respectively, in principal amount of our convertible debt and repaid all amounts outstanding under our Term Loan Facility primarily through borrowings under our Revolving Credit Facility, issuance of senior notes, and issuance of convertible debt.

Upon conversion, we may satisfy our conversion obligation by delivering cash, shares of common stock or any combination, at our option.

If upon conversion we elect to deliver cash for the lesser of the conversion value and principal amount of the Convertible Debt, we would pay the holder the cash value of the applicable number of shares of our common stock.

Upon conversion, we intend to satisfy the lesser of the principal amount or the conversion value in cash.

If the conversion value of the Convertible Debt exceeds the principal amount, we may also elect to deliver cash in lieu of common stock for the conversion value in excess of the one thousand dollars principal amount (i.e., the conversion spread).

Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of certain factors including those set forth under "Risk Factors," beginning at page [removed: 12] [added: [12](#i9429f00699b5406988569ab6594f6757_217)] and elsewhere in this Form 10-K.

- Our expectation that certain supply chain constraints will continue through [removed: the remainder of] calendar [removed: year 2021] [added: 2022] and [removed: possibly] into calendar [removed: year 2022;][added: 2023;]

- That local governments could require us or our suppliers to [removed: temporarily] reduce [removed: production further or] [added: production,] cease [removed: operations] [added: operations, or implement mandatory vaccine requirements,] and we could experience constraints in fulfilling customer orders;

- Our expectation that our days of inventory at June 30, [removed: 2021] [added: 2022] will be [removed: flat to down 5 days compared] [added: 128] to [removed: the March 31, 2021 levels;][added: 134 days;]

- Our expectation that foundry capacity will continue to be [removed: tight] [added: limited] due to strong demand for wafers across the industry;

- Our expectation that we will continue to operate our manufacturing facilities at or above normal capacity if the current supply constraints relative to demand [removed: continue through fiscal 2022;][added: continue;]

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- Our expectation that our reliance on [removed: third party] [added: third-party] contractors may increase over time as our business grows;

- The impact of the legislative and policy changes implemented or which may be implemented by the [removed: new] [added: current] administration, on our business and the trading price of our stock.

Financial Statements and Supplementary Data." For an overview of our [removed: business,] [added: business and recent trends,] refer to [removed: “Part] [added: "Part] I Item 1.

We begin our Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) with a [removed: summary of COVID-19 developments followed by a] discussion of the Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results.

We then discuss our results of operations for fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020,] [added: 2021,] followed by an analysis of changes in our balance sheet and cash flows, and discuss our financial commitments in the section titled [removed: “Liquidity] [added: "Liquidity] and Capital [removed: Resources.”] [added: Resources."] Our liquidity and capital resources section generally discusses fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020.][added: 2021.]

For our discussion of our fiscal [removed: 2020] [added: 2021] results compared to fiscal [removed: 2019] [added: 2020] for both our results of operations and our liquidity and capital resources sections, refer to [removed: “Item] [added: "Item] 7.

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations”] [added: Operations"] in our Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2020] [added: 2021] filed with the SEC on May [removed: 22, 2020,] [added: 18, 2021,] which is incorporated by reference herein.

[removed: In] [added: The increase in net sales in fiscal 2022 compared to fiscal 2021 was primarily due to strong business conditions that began in] the second half of fiscal [removed: 2021, business conditions were unexpectedly strong] [added: 2021] as businesses and individuals adapted to the effects of the [added: COVID-19] pandemic.

[removed: - We] [added: In the first half of fiscal 2021, we initially] implemented measures to help prepare for economic uncertainty, such as employee salary cuts, limiting hiring, reducing business travel [removed: costs, reducing discretionary spending,] [added: costs] and [removed: limiting capital expenditures.][added: discretionary spending.]

Sales to distributors do not meet the definition of a contract until the distributor has sent in a purchase order, we have acknowledged the order, we have deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been [removed: created; this generally occurs 30 days prior to the estimated ship date.][added: created.]

After the transaction price has been [removed: allocated,] [added: determined and allocated to the performance obligations,] we recognize revenue when the performance [removed: obligation is] [added: obligations are] satisfied.

Substantially all of the revenue generated from contracts with distributors is recognized [removed: at] [added: at, or near to,] the time risk and title of the inventory transfers to the distributor.

[removed: Substantially all of the] revenue generated from contracts with direct customers is recognized [removed: at] [added: at, or near to,] the time risk and title of the inventory transfers to the customer.

On an annual basis, we test goodwill for impairment and through March 31, [removed: 2021,] [added: 2022,] we have never recorded an impairment charge related to goodwill.

We utilize RSUs [added: with a service condition] as our primary equity incentive compensation instrument for [added: employees and also grant market-based and performance-based PSUs to executive officers and] employees.

Share-based compensation cost [added: for RSUs with a service condition or performance-based PSUs] is measured on the grant date based on the fair market value of our common stock discounted for expected future dividends and is recognized as expense on a straight-line basis over the requisite service periods.

Total share-based compensation expense recognized during the fiscal [removed: 2021] [added: 2022] was [removed: $198.3] [added: $210.2] million, of which [removed: $171.7] [added: $175.9] million was reflected in operating expenses and [removed: $26.6] [added: $34.3] million was reflected in cost of sales.

Total share-based compensation included in our inventory was [removed: $10.2] [added: $7.5] million at March 31, [removed: 2021.][added: 2022.]

The following table sets forth certain [added: operational] data as a percentage of net sales for fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020:][added: 2021:]

| Cost of sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 37.9] [added: 34.8] | | | | | | [removed: 38.5] [added: 37.9] | | |

| Gross profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 62.1] [added: 65.2] | | | | | | [removed: 61.5] [added: 62.1] | | |

| Research and development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 15.4] [added: 14.5] | | | | | | [removed: 16.6] [added: 15.4] | | |

| Selling, general and administrative | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 11.2] [added: 10.5] | | | | | | [removed: 12.8] [added: 11.2] | | |

| Amortization of acquired intangible assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 17.1] [added: 12.7] | | | | | | [removed: 18.9] [added: 17.1] | | |

| Special charges and other, net | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: —] [added: 0.4] | | | | | | [removed: 0.9] [added: —] | | |

| Operating income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 18.4] [added: 27.1] | | % | | | | [removed: 12.3] [added: 18.4] | | % |

The following table summarizes our net sales for fiscal [removed: 2021] [added: 2022] and fiscal [removed: 2020] [added: 2021] (dollars in millions):

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: Fiscal Year Ended March 31,] | | | | | | [removed: Fiscal Year Ended March 31,] | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |

| Net sales | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 5,438.4] [added: 6,820.9] | | | | | $ | [removed: 5,274.2] [added: 5,438.4] | | | | | [removed: 3.1] [added: 25.4] | | % |

[removed: The increase] [added: Sales to customers] in [added: Europe as a percentage of total] net sales [added: increased] in fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020 was] [added: 2021] primarily due to strength in [added: demand in] our microcontroller [added: and analog] product [removed: line.][added: lines.]

The net sales value of inventory at our distributor customers [removed: decreased $10.4] [added: increased $11.2] million during fiscal [removed: 2021] [added: 2022] compared to a decrease of [removed: $68.2] [added: $10.4] million during fiscal [removed: 2020.][added: 2021.]

Excluding the impact of changes in distributor inventory levels on net sales, net sales increased by [removed: 2.0%] [added: 25.0%] in fiscal [removed: 2021] [added: 2022] compared to fiscal [removed: 2020 and was positively impacted by strength in our microcontroller product line.][added: 2021.]

- Our expectation regarding the treatment of our unrecognized tax benefits in calendar year 2022;

- Our expectations regarding the amounts and timing of repurchases under our stock repurchase program;

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Sales to direct customers usually do not meet the definition of a contract until the direct customer has sent in a purchase order, we have acknowledged the order and deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created.

After the transaction price has been determined and allocated to the performance obligations, we recognize revenue when the performance obligations are satisfied.

Substantially all of the

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We estimate the fair value of PSUs with a market condition using a Monte Carlo simulation model as of the date of grant using historical volatility.

In estimating reserves for obsolescence, we evaluate projected demand over periods that align with demand forecasts used to develop manufacturing plans and inventory build decisions and provide reserves for inventory on hand in excess of estimated demand.

During fiscal 2022, we operated at above normal

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capacity levels.

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | |

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Business conditions continued to be exceptionally strong in fiscal 2022.

Additionally, semiconductor industry conditions have resulted in increased costs throughout our supply chain, which we have been passing on to our customers in the form of price increases.

These price increases also contributed to the increase in net sales during fiscal 2022 compared to fiscal 2021.

Our price increases were implemented at various times and in various amounts throughout fiscal 2022 with respect to our very broad range of customers and products.

Due to the complexity of the implementation of the price increases and the changes in product, geographic and customer mix, we are not able to quantify the impact of the price increases on our net sales.

Our price increases positively impacted net sales during fiscal 2022.

Additionally, demand for our products was positively impacted by strength in our microcontroller and analog product lines.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | % | | | | | | 2021 | | | | | | % | | |

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The increase in net sales was primarily due to strength in demand for our products in end markets that we serve and our price increases.

The decrease in the distribution percentage of our total net sales is due to lower Preferred Supply Program participation among our distributors as priority of supply under the Preferred Supply Program is more prevalent with direct customers.

Inventory holding patterns at our distributors may have a material impact on our net sales.

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During fiscal 2021, we operated at below normal capacity levels primarily due to general economic conditions and uncertainty from the COVID-19 pandemic resulting in unabsorbed capacity charges of $29.6 million.

We expect our days of inventory levels at June 30, 2022 to be 128 to 134 days.

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control over these portions of the manufacturing process.

R&D expenses increased $152.7 million, or 18.3%, for fiscal 2022 compared to fiscal 2021.

The primary reason for the increase in R&D expenses in fiscal 2022 compared to fiscal 2021 was higher compensation costs.

- The impact of the COVID-19 pandemic on demand for our products;

- That if the impact of COVID-19 cases continues or worsens, the pandemic could adversely impact our business in future periods;

- Our belief that our actions to combat the spread of COVID-19 will help preserve the health of our team members, customers, suppliers, visitors to our facilities, people with whom we conduct business and our communities, and allow us to safely continue operations;

- Our inability to predict how the COVID-19 pandemic, and actions taken by others in response to it, will affect our business;

- That we expect to be able to realize the future tax benefit resulting from certain intra-group asset transfers;

- Our intention to invest substantially all of our foreign subsidiary earnings, as well as our capital in our foreign subsidiaries, indefinitely outside of the U.S. in those jurisdictions in which we would incur significant, additional costs upon repatriation of such amounts;

- Changes to the taxation of undistributed foreign earnings could change our future intentions regarding reinvestment of such earnings;

COVID-19 Developments

In the first half of fiscal 2021, the COVID-19 pandemic resulted in a global disruption in economic activity by adversely affecting production, creating supply chain and market disruption, and adversely impacting businesses and individuals.

Supply chains, however, were stressed as they were not expecting the level of economic strength that occurred.

The impact of the pandemic on individuals and in certain locations in which we operate remains uncertain and will depend on many factors, such as the effectiveness of containment efforts including the use and effectiveness of vaccines.

We regularly monitor new information regarding the severity of COVID-19 and the ability to contain, treat, or prevent it.

Demand for our products that serve certain markets, such as consumer, automotive, and industrial increased in the second half of fiscal 2021, offsetting the adverse demand fluctuations in the early part of fiscal 2021 caused by the COVID-19 pandemic.

Additionally, the markets that benefited earlier in fiscal 2021 from the stay-at-home economy, such as datacenters and communications reverted to normal demand levels by the second half of fiscal 2021 and remained at such levels at the end of fiscal 2021.

While we have a diverse customer base operating in diverse industries, the extent of the impact of the COVID-19 pandemic on demand for our products depends on unpredictable future developments.

At this time, our global manufacturing sites and our logistics channels are fully operational and local restrictions related to the COVID-19 pandemic that impacted us in the first quarter of fiscal 2021 have eased.

During the second half of fiscal 2021, we experienced strong demand and low levels of inventory on our balance sheet and at our external distribution channel partners, and we continued to experience constraints in all our internal and external factories and their related manufacturing supply chains.

We started ramping up production at our internal factories in September 2020, as well as investing in capital additions to expand our internal capacity.

We also worked closely with our wafer fabrication, assembly and test subcontractors to secure additional capacity.

While we expect our overall capacity to grow every quarter in calendar 2021, we expect the wafer fabrication, assembly and test constraints to persist through the remainder of calendar 2021 and possibly into calendar 2022.

As a result, lead times continue to increase for many of our products.

If the impact of COVID-19 continues or worsens, the pandemic could adversely impact our business in future periods.

In the future, local governments could require us or our suppliers to temporarily reduce production or cease operations and we could experience constraints in fulfilling customer orders.

In response to the early indications of the COVID-19 pandemic, we took proactive measures to safeguard the health of our employees, contractors, customers, suppliers, visitors to our facilities, other business partners, and our communities.

We strategically implemented plans intended to ensure business continuity in the event severe outbreaks or government requirements were to impact our operations.

We monitor governmental policies and CDC recommendations and take appropriate actions which are designed to prevent and control the spread of COVID-19.

We continuously assess our efforts to combat the COVID-19 pandemic which have included the following:

- We require social distancing, and have established distancing protocols at our facilities.

We have suspended attendance at conferences and other gatherings and recently began to allow limited business travel.

We generally require team members to work from home to the extent possible.

Where work from home is not possible, all on-site team members are requested to take their temperatures before arriving to work, stay home if they do not feel well, stay home if they have been exposed to someone with COVID-19 or its symptoms, maintain a safe distance

from others, wash their hands frequently, and wear a mask if they choose.

We clean high touch surfaces at least daily.

- In partnership with our suppliers, we have evaluated our supply chain to identify gaps or weak points.

In order to ensure continuity, in some cases, we have qualified alternative suppliers and increased our inventory of raw materials.

- We have added and continue to add assembly and test capacity to provide redundant manufacturing capability through our network of subcontractors.

In December 2020, we restored previous reductions in compensation, resumed hiring, and increased spending for certain capital expenditures to help meet business demands.

- We are working with government authorities in the areas where we have a significant footprint.

We continue to update ourselves on government requirements, relevant regulations, industry standards, and best practices to help safeguard our team members across the globe.

We believe these actions are important and will help preserve the health of our team members, customers, suppliers, visitors to our facilities, people with whom we conduct business and our communities, and allow us to safely continue operations.

As of March 31, [removed: 2021,] [added: 2022,] our long-term debt totaled [removed: $9.21] [added: $7.84] billion.

We have no interest rate exposure to rate changes on our fixed rate debt, which totaled [removed: $6.86] [added: $6.44] billion as of March 31, [removed: 2021.][added: 2022.]

We do have interest rate exposure with respect to the [removed: $2.35] [added: $1.40] billion of our variable interest rate debt outstanding as of March 31, [removed: 2021.][added: 2022.]

A [removed: 50 basis] [added: 50-basis] point increase in interest rates would impact our expected annual interest expense for the next 12 months by approximately [removed: $11.7] [added: $7.0] million.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | [added: | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 280.0] [added: 317.4] | | | | | $ | [removed: 401.0] [added: 280.0] | |

| Accounts receivable, net | | | [removed: 997.7] [added: 1,072.6] | | | | | | [removed: 934.0] [added: 997.7] | | |

| Inventories | | | [removed: 665.0] [added: 854.4] | | | | | | [removed: 685.7] [added: 665.0] | | |

| Other current assets | | | [removed: 200.5] [added: 206.2] | | | | | | [removed: 194.5] [added: 200.5] | | |

| Total current assets | | | [removed: 2,145.2] [added: 2,452.6] | | | | | | [removed: 2,217.2] [added: 2,145.2] | | |

| Property, plant and equipment, net | | | [removed: 854.7] [added: 967.9] | | | | | | [removed: 876.1] [added: 854.7] | | |

| Goodwill | | | [removed: 6,670.6] [added: 6,673.6] | | | | | | [removed: 6,664.8] [added: 6,670.6] | | |

| Intangible assets, net | | | [removed: 4,794.8] [added: 4,043.1] | | | | | | [removed: 5,702.3] [added: 4,794.8] | | |

| Long-term deferred tax assets | | | [removed: 1,749.2] [added: 1,797.1] | | | | | | [removed: 1,748.5] [added: 1,749.2] | | |

| Other assets | | | [removed: 264.3] [added: 265.2] | | | | | | [removed: 217.2] [added: 264.3] | | |

| Total assets | | | $ | [removed: 16,478.8] [added: 16,199.5] | | | | | $ | [removed: 17,426.1] [added: 16,478.8] | |

| Accounts payable | | | $ | [removed: 292.4] [added: 344.7] | | | | | $ | [removed: 246.8] [added: 292.4] | |

| Accrued liabilities | | | [removed: 794.3] [added: 1,054.3] | | | | | | [removed: 781.8] [added: 794.3] | | |

| Current portion of long-term debt | | | [removed: 1,322.9] [added: —] | | | | | | [removed: 608.8] [added: 1,322.9] | | |

| Total current liabilities | | | [removed: 2,409.6] [added: 1,399.0] | | | | | | [removed: 1,637.4] [added: 2,409.6] | | |

| Long-term debt | | | [removed: 7,581.2] [added: 7,687.4] | | | | | | [removed: 8,873.4] [added: 7,581.2] | | |

| Long-term income tax payable | | | [removed: 689.9] [added: 704.6] | | | | | | [removed: 668.4] [added: 689.9] | | |

| Long-term deferred tax liability | | | [removed: 43.9] [added: 39.8] | | | | | | [removed: 318.5] [added: 43.9] | | |

| Other long-term liabilities | | | [removed: 417.1] [added: 473.9] | | | | | | [removed: 342.9] [added: 417.1] | | |

| Additional paid-in capital | | | [removed: 2,403.3] [added: 2,535.9] | | | | | | [removed: 2,675.1] [added: 2,403.1] | | |

| Common stock held in treasury: [removed: 10,950,485] [added: 23,304,872] shares at March 31, [removed: 2021; 13,065,588] [added: 2022; 21,900,970] shares at March 31, [removed: 2020] [added: 2021] | | | [removed: (433.8)] [added: (796.3)] | | | | | | [removed: (500.6)] [added: (433.8)] | | |

| Accumulated other comprehensive loss | | | [removed: (26.2)] [added: (20.6)] | | | | | | [removed: (21.6)] [added: (26.2)] | | |

| Retained earnings | | | [removed: 3,393.5] [added: 4,175.2] | | | | | | [removed: 3,432.4] [added: 3,393.5] | | |

| Total stockholders' equity | | | [removed: 5,337.1] [added: 5,894.8] | | | | | | [removed: 5,585.5] [added: 5,337.1] | | |

| Total liabilities and stockholders' equity | | | $ | [removed: 16,478.8] [added: 16,199.5] | | | | | $ | [removed: 17,426.1] [added: 16,478.8] | |

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

| | | | [removed: 2021] | | | | | | [removed: 2020] | | | | | | [removed: 2019 | | | | | | | | |] [added: 2022] | | | | | | [added: 2021] | | | | | | [added: 2020] | | |

| Net sales | | | $ | [removed: 5,438.4] [added: 6,820.9] | | | | | $ | [removed: 5,274.2] [added: 5,438.4] | | | | | $ | [removed: 5,349.5] [added: 5,274.2] | | | | | | | | | | | | | | | | | | | | | | |

| Cost of sales | | | [removed: 2,059.6] [added: 2,371.3] | | | | | | [removed: 2,032.1] [added: 2,059.6] | | | | | | [removed: 2,418.2] [added: 2,032.1] | | | | | | | | | | | | | | | | | | | | | | | |

| Gross profit | | | [removed: 3,378.8] [added: 4,449.6] | | | | | | [removed: 3,242.1] [added: 3,378.8] | | | | | | [removed: 2,931.3] [added: 3,242.1] | | | | | | | | | | | | | | | | | | | | | | | |

| Research and development | | | [removed: 836.4] [added: 989.1] | | | | | | [removed: 877.8] [added: 836.4] | | | | | | [removed: 826.3] [added: 877.8] | | | | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 610.3] [added: 718.9] | | | | | | [removed: 676.6] [added: 610.3] | | | | | | [removed: 682.9] [added: 676.6] | | | | | | | | | | | | | | | | | | | | | | | |

| Amortization of acquired intangible assets | | | [removed: 932.3] [added: 862.5] | | | | | | [removed: 993.9] [added: 932.3] | | | | | | [removed: 674.1] [added: 993.9] | | | | | | | | | | | | | | | | | | | | | | | |

| Special charges and other, net | | | [removed: 1.7] [added: 29.5] | | | | | | [removed: 46.7] [added: 1.7] | | | | | | [removed: 33.7] [added: 46.7] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating expenses | | | [removed: 2,380.7] [added: 2,600.0] | | | | | | [removed: 2,595.0] [added: 2,380.7] | | | | | | [removed: 2,217.0] [added: 2,595.0] | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income | | | [removed: 998.1] [added: 1,849.6] | | | | | | [removed: 647.1] [added: 998.1] | | | | | | [removed: 714.3] [added: 647.1] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: 1.7] [added: 0.5] | | | | | | [removed: 2.8] [added: 1.7] | | | | | | [removed: 8.1] [added: 2.8] | | | | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | [removed: (356.9)] [added: (257.0)] | | | | | | [removed: (497.3)] [added: (356.9)] | | | | | | [removed: (502.9)] [added: (497.3)] | | | | | | | | | | | | | | | | | | | | | | | |

| Loss on settlement of debt | | | [removed: (299.6)] [added: (113.4)] | | | | | | [removed: (5.4)] [added: (299.6)] | | | | | | [removed: (12.6)] [added: (5.4)] | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

| Common stock, $0.001 par value; authorized 900,000,000 shares; 577,805,396 shares issued and 554,500,524 shares outstanding at March 31, 2022; 568,958,158 shares issued and 547,057,188 shares outstanding at March 31, 2021 | | | 0.6 | | | | | | 0.5 | | |

F-5

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[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| Other non-cash adjustment | | | (11.4) | | | | | | (6.4) | | | | | | (2.0) | | |

| Repayment of senior notes | | | (1,000.0) | | | | | | — | | | | | | — | | |

| Repurchase of common stock | | | (425.6) | | | | | | — | | | | | | — | | |

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[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

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[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| RSU and SAR withholdings | | | (1.2) | | | | | | (68.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (68.1) | | | | | | | | | | | | | | |

| RSU and SAR withholdings | | | (1.2) | | | | | | (64.6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (64.6) | | | | | | | | | | | | | | |

| Other comprehensive income | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5.6 | | | | | | — | | | | | | 5.6 | | | | | | | | | | | | | | |

| RSU and SAR withholdings | | | (1.2) | | | | | | (84.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (84.2) | | | | | | | | | | | | | | |

| Repurchase of common stock | | | | | | | | | | | | | | | 5.6 | | | | | | (425.6) | | | | | | | | | | | | | | | | | | (425.6) | | | | | | | | | | | | | | |

| Shares issued to settle convertible debt | | | 8.8 | | | | | | 670.7 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 670.7 | | | | | | | | | | | | | | |

| Settlement of convertible debt | | | — | | | | | | (668.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (668.5) | | | | | | | | | | | | | | |

| Balance at March 31, 2022 | | | 577.8 | | | | | | $ | 2,536.5 | | | | | 23.3 | | | | | | $ | (796.3) | | | | | $ | (20.6) | | | | | $ | 4,175.2 | | | | | $ | 5,894.8 | | | | | | | | | | | | | |

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

In August 2021, at our Annual Meeting of Stockholders, our stockholders approved a two-for-one forward stock split and the amendment and restatement of the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 450.0 million shares to 900.0 million shares.

As a result, each stockholder of record at the close of market on October 4, 2021 received one additional share of common stock for every share held.

Such shares were distributed after the close of trading on October 12, 2021.

All share, equity award, and per share amounts and related shareholders' equity balances presented herein have been adjusted to reflect the stock split.

The transaction price is net of all taxes imposed on and concurrent with specific revenue-producing transactions.

Sales to direct customers usually do not meet the definition of a contract until the direct customer has sent in a purchase order, the Company has acknowledged the order, the Company has deemed the collectability of the consideration to be probable, and legally enforceable rights and obligations have been created.

The transaction price is net of all taxes imposed on and concurrent with specific revenue-producing transactions.

After the transaction price has been determined and allocated to the performance obligations, the Company recognizes revenue when the performance obligations are satisfied.

The final transaction price is

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

Beginning in fiscal 2023, the TCJA eliminates the option to currently deduct R&D costs in the year incurred for tax purposes and requires that all U.S. and non-U.S. based R&D expenditures be capitalized and amortized over a five-year and fifteen-year period, respectively.

Although it is possible that the U.S. Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that the U.S. Congress will take any action with respect to this provision.

Absent any changes to the legislation, cash taxes are expected to increase significantly for several years, and the Company’s effective tax rate may be adversely impacted.

The actual impact on fiscal 2023 cash generated from operations will depend on the amount of R&D costs incurred by the Company, on whether the U.S. Congress modifies or repeals this provision, and on whether new guidance and interpretive rules are issued by the U.S. Department of the Treasury, among other factors.

These contracts meet the

| Common stock, $0.001 par value; authorized 450,000,000 shares; 284,479,079 shares issued and 273,528,594 shares outstanding at March 31, 2021; 258,391,231 shares issued and 245,325,643 shares outstanding at March 31, 2020 | | | 0.3 | | | | | | 0.2 | | |

| Losses on equity method investments | | | — | | | | | | — | | | | | | (0.2) | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Unrealized holding losses, net of tax effect | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (5.6) | | |

| Losses on equity method investments | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 0.2 | | |

| Gains on sale of assets | | | (7.1) | | | | | | (2.2) | | | | | | | | | | | | | | | | | | — | | |

| Losses on write-down of fixed assets | | | 0.9 | | | | | | 2.7 | | | | | | | | | | | | | | | | | | 0.8 | | |

| Gains on equity investments | | | (0.2) | | | | | | (2.5) | | | | | | | | | | | | | | | | | | — | | |

| Impairment of available-for-sale investments | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 6.0 | | |

| Amortization of premium on available-for-sale investments | | | — | | | | | | — | | | | | | | | | | | | | | | | | | (0.2) | | |

| Purchases of available-for-sale investments | | | — | | | | | | (2.0) | | | | | | | | | | | | | | | | | | (167.7) | | |

| Maturities of available-for-sale investments | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 78.0 | | |

| Acquisition of Microsemi, net of cash acquired | | | — | | | | | | — | | | | | | | | | | | | | | | | | | (7,850.6) | | |

| Proceeds from borrowings on term loan facility | | | — | | | | | | — | | | | | | | | | | | | | | | | | | 3,000.0 | | |

| Repayment of debt assumed in Microsemi acquisition | | | — | | | | | | — | | | | | | | | | | | | | | | | | | (2,056.9) | | |

| (2) During the fiscal year ended March 31, 2020, the Company adopted Accounting Standards Codification Topic 842, *Leases*, using the retrospective cumulative effect adjustment transition method. The disclosures are not applicable for the fiscal year ended March 31, 2019. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at March 31, 2018 | | | 253.2 | | | | | | $ | 2,562.7 | | | | | 18.2 | | | | | | $ | (662.6) | | | | | $ | (17.6) | | | | | $ | 1,397.3 | | | | | $ | 3,279.8 | | | | | | | | | | | | | |

| Adoption of ASU 2016-01, cumulative adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.7) | | | | | | 1.7 | | | | | | — | | | | | | | | | | | | | | |

| Adoption of ASC 606, cumulative adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 242.0 | | | | | | 242.0 | | | | | | | | | | | | | | |

| Adoption of ASU 2016-16, cumulative adjustment | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,558.1 | | | | | | 1,558.1 | | | | | | | | | | | | | | |

| Non-cash consideration, exchange of employee stock awards - Microsemi acquisition | | | — | | | | | | 53.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 53.9 | | | | | | | | | | | | | | |

| Restricted stock unit and stock appreciation right withholdings | | | (0.8) | | | | | | (71.8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (71.8) | | | | | | | | | | | | | | |

| Restricted stock unit and stock appreciation right withholdings | | | (0.7) | | | | | | (68.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (68.1) | | | | | | | | | | | | | | |

| Restricted stock unit and stock appreciation right withholdings | | | (0.5) | | | | | | (64.6) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (64.6) | | | | | | | | | | | | | | |

As further discussed in Note 2, on May 29, 2018, the Company completed its acquisition of Microsemi Corporation (Microsemi) and the Company's financial results include Microsemi's results beginning as of such acquisition date.

Usually, there is only a single performance obligation in the contract, and therefore the entire transaction price is allocated to the single performance obligation.

Sales to direct customers usually do not meet the definition of a contract until shipment of the product occurs.

For subsidiaries acquired as part of the Company's acquisition of Microsemi, the U.S. dollar will become the functional currency for such entities once integrated into the Company's legal structure and intercompany agreements are executed.

On March 11, 2021, the American Rescue Plan Act of 2021 (ARPA) was enacted into law in the U.S. The ARPA, among other things, includes provisions to extend the $1.0 million limitation on deductions for compensation to executive offices to include the eight highest paid individuals rather than the top three in addition to the Chief Executive Officer and Chief Financial Officer, extends the period for which companies may claim an employee retention credit and repeals the election under which a U.S. affiliated group may allocate interest expense on a worldwide basis.

The Company continues to examine the impacts the ARPA may have on its business.

Inventory impairment charges establish a new cost basis for inventory and charges are not subsequently reversed to income even if circumstances later suggest that increased carrying amounts are recoverable.

Estimates for projected 12-month demand are generally based on the average shipments of the prior three-month period, which are then annualized to adjust for any potential seasonality in the Company's business.

The estimated 12-month demand is compared to the Company's most recently developed sales forecast to further reconcile the 12-month demand estimate.

reduction of additional paid-in capital in the Company's consolidated balance sheets.

approach.

In-process research and development is capitalized until such time as the related projects are completed or abandoned at which time the capitalized amounts will begin to be amortized or written off.

The Company adopted the following Accounting Standards Updates in fiscal 2021, none of which had a material impact on its consolidated financial statements.

| | | | | | | | | |

Refer to Note [removed: 12] [added: 11] to our consolidated financial statements for information regarding legal proceedings.

[removed: ☒] [added: ☒] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, [removed: 2021][added: 2022]

[removed: ☐] [added: ☐] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

[removed: ][added: ]

| Delaware | | | [added: 0-21184] | | | 86-0629024 | | |

| (State or Other Jurisdiction of Incorporation or Organization) | | | [added: (Commission File No.)] | | | (IRS Employer Identification No.) | | |

| Title of Each Class | | | Trading Symbol | | | Name of Each Exchange on Which Registered | | | [removed: | | |]

| Common Stock, $0.001 Par Value Per Share | | | MCHP | | | NASDAQ Stock Market LLC | | | [removed: | | |]

| | | | | | | (Nasdaq Global Select Market) | | | [removed: | | |]

[removed: ☒] [added: | ☒ | | |] Yes [removed: ☐] [added: | | | ☐ | | |] No [added: | | |]

[removed: ☐] [added: | ☐ | | |] Yes [removed: ☒] [added: | | | ☒ | | |] No [added: | | |]

| Large accelerated filer | | | [removed: ☒] [added: ☒] | | | Accelerated filer | | | [removed: ☐] [added: ☐] | | | Non-accelerated filer | | | [removed: ☐] [added: ☐] | | | Smaller reporting company | | | [removed: ☐] [added: ☐] | | | [added: Emerging growth company | | | ☐ | | |]

Aggregate market value of the voting and non-voting common equity held by non-affiliates as of September 30, [removed: 2020] [added: 2021] based upon the closing price of the common stock as reported by the NASDAQ Global Market on such date was approximately [removed: $26.2] [added: $41.7] billion.

Number of shares of Common Stock, $0.001 par value, outstanding as of May [removed: 7, 2021: 273,531,409] [added: 12, 2022: 554,501,300] shares

| Annual Report on Form 10-K for the fiscal year ended March 31, [removed: 2020] [added: 2021] | | | | | | II | | |

| Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders | | | | | | III | | |

| [Item [removed: 1.](#i5d1eda80d2094c54a5d02191c70e97ed_16)] [added: 1.](#i9429f00699b5406988569ab6594f6757_244)] | | | [removed: [Business](#i5d1eda80d2094c54a5d02191c70e97ed_16)] [added: [Business](#i9429f00699b5406988569ab6594f6757_244)] | | | [removed: [4](#i5d1eda80d2094c54a5d02191c70e97ed_16)] [added: [4](#i9429f00699b5406988569ab6594f6757_244)] | | |

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| [Item [removed: 4.](#i5d1eda80d2094c54a5d02191c70e97ed_43)] [added: 4.](#i9429f00699b5406988569ab6594f6757_280)] | | | [Mine Safety [removed: Disclosures](#i5d1eda80d2094c54a5d02191c70e97ed_43)] [added: Disclosures](#i9429f00699b5406988569ab6594f6757_280)] | | | [removed: [30](#i5d1eda80d2094c54a5d02191c70e97ed_43)] [added: [31](#i9429f00699b5406988569ab6594f6757_280)] | | |

| [Item [removed: 5.](#i5d1eda80d2094c54a5d02191c70e97ed_49)] [added: 5.](#i9429f00699b5406988569ab6594f6757_289)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i5d1eda80d2094c54a5d02191c70e97ed_49)] [added: Securities](#i9429f00699b5406988569ab6594f6757_289)] | | | [removed: [31](#i5d1eda80d2094c54a5d02191c70e97ed_49)] [added: [32](#i9429f00699b5406988569ab6594f6757_289)] | | |

| [Item [removed: 7.](#i5d1eda80d2094c54a5d02191c70e97ed_286)] [added: 7.](#i9429f00699b5406988569ab6594f6757_175)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i5d1eda80d2094c54a5d02191c70e97ed_286)] [added: Operations](#i9429f00699b5406988569ab6594f6757_175)] | | | [removed: [33](#i5d1eda80d2094c54a5d02191c70e97ed_286)] [added: [34](#i9429f00699b5406988569ab6594f6757_175)] | | |

| [Item [removed: 7A.](#i5d1eda80d2094c54a5d02191c70e97ed_316)] [added: 7A.](#i9429f00699b5406988569ab6594f6757_205)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i5d1eda80d2094c54a5d02191c70e97ed_316)] [added: Risk](#i9429f00699b5406988569ab6594f6757_205)] | | | [removed: [47](#i5d1eda80d2094c54a5d02191c70e97ed_316)] [added: [47](#i9429f00699b5406988569ab6594f6757_205)] | | |

| [Item [removed: 8.](#i5d1eda80d2094c54a5d02191c70e97ed_58)] [added: 8.](#i9429f00699b5406988569ab6594f6757_301)] | | | [Financial Statements and Supplementary [removed: Data](#i5d1eda80d2094c54a5d02191c70e97ed_58)] [added: Data](#i9429f00699b5406988569ab6594f6757_301)] | | | [removed: [47](#i5d1eda80d2094c54a5d02191c70e97ed_58)] [added: [47](#i9429f00699b5406988569ab6594f6757_301)] | | |

| [Item [removed: 9.](#i5d1eda80d2094c54a5d02191c70e97ed_61)] [added: 9.](#i9429f00699b5406988569ab6594f6757_304)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i5d1eda80d2094c54a5d02191c70e97ed_61)] [added: Disclosure](#i9429f00699b5406988569ab6594f6757_304)] | | | [removed: [47](#i5d1eda80d2094c54a5d02191c70e97ed_61)] [added: [48](#i9429f00699b5406988569ab6594f6757_304)] | | |

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| [Item [removed: 9B.](#i5d1eda80d2094c54a5d02191c70e97ed_67)] [added: 9B.](#i9429f00699b5406988569ab6594f6757_310)] | | | [Other [removed: Information](#i5d1eda80d2094c54a5d02191c70e97ed_67)] [added: Information](#i9429f00699b5406988569ab6594f6757_310)] | | | [removed: [49](#i5d1eda80d2094c54a5d02191c70e97ed_67)] [added: [49](#i9429f00699b5406988569ab6594f6757_310)] | | |

| [Item [removed: 10.](#i5d1eda80d2094c54a5d02191c70e97ed_73)] [added: 10.](#i9429f00699b5406988569ab6594f6757_316)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i5d1eda80d2094c54a5d02191c70e97ed_73)] [added: Governance](#i9429f00699b5406988569ab6594f6757_316)] | | | [removed: [49](#i5d1eda80d2094c54a5d02191c70e97ed_73)] [added: [49](#i9429f00699b5406988569ab6594f6757_316)] | | |

| [Item [removed: 11.](#i5d1eda80d2094c54a5d02191c70e97ed_76)] [added: 11.](#i9429f00699b5406988569ab6594f6757_319)] | | | [Executive [removed: Compensation](#i5d1eda80d2094c54a5d02191c70e97ed_76)] [added: Compensation](#i9429f00699b5406988569ab6594f6757_319)] | | | [removed: [49](#i5d1eda80d2094c54a5d02191c70e97ed_76)] [added: [49](#i9429f00699b5406988569ab6594f6757_319)] | | |

| [Item [removed: 12.](#i5d1eda80d2094c54a5d02191c70e97ed_79)] [added: 12.](#i9429f00699b5406988569ab6594f6757_322)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i5d1eda80d2094c54a5d02191c70e97ed_79)] [added: Matters](#i9429f00699b5406988569ab6594f6757_322)] | | | [removed: [49](#i5d1eda80d2094c54a5d02191c70e97ed_79)] [added: [50](#i9429f00699b5406988569ab6594f6757_322)] | | |

| [Item [removed: 13.](#i5d1eda80d2094c54a5d02191c70e97ed_82)] [added: 13.](#i9429f00699b5406988569ab6594f6757_325)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i5d1eda80d2094c54a5d02191c70e97ed_82)] [added: Independence](#i9429f00699b5406988569ab6594f6757_325)] | | | [removed: [50](#i5d1eda80d2094c54a5d02191c70e97ed_82)] [added: [50](#i9429f00699b5406988569ab6594f6757_325)] | | |

| [Item [removed: 14.](#i5d1eda80d2094c54a5d02191c70e97ed_85)] [added: 14.](#i9429f00699b5406988569ab6594f6757_328)] | | | [Principal Accountant Fees and [removed: Services](#i5d1eda80d2094c54a5d02191c70e97ed_85)] [added: Services](#i9429f00699b5406988569ab6594f6757_328)] | | | [removed: [50](#i5d1eda80d2094c54a5d02191c70e97ed_85)] [added: [50](#i9429f00699b5406988569ab6594f6757_328)] | | |

| [Item [removed: 15.](#i5d1eda80d2094c54a5d02191c70e97ed_91)] [added: 15.](#i9429f00699b5406988569ab6594f6757_334)] | | | [Exhibits and Financial Statement [removed: Schedules](#i5d1eda80d2094c54a5d02191c70e97ed_91)] [added: Schedules](#i9429f00699b5406988569ab6594f6757_334)] | | | [removed: [50](#i5d1eda80d2094c54a5d02191c70e97ed_91)] [added: [50](#i9429f00699b5406988569ab6594f6757_334)] | | |

| [Item [removed: 16.](#i5d1eda80d2094c54a5d02191c70e97ed_94)] [added: 16.](#i9429f00699b5406988569ab6594f6757_337)] | | | [Form 10-K [removed: Summary](#i5d1eda80d2094c54a5d02191c70e97ed_94)] [added: Summary](#i9429f00699b5406988569ab6594f6757_337)] | | | [removed: [50](#i5d1eda80d2094c54a5d02191c70e97ed_94)] [added: [50](#i9429f00699b5406988569ab6594f6757_337)] | | |

| | | | [Exhibit [removed: Index](#i5d1eda80d2094c54a5d02191c70e97ed_97)] [added: Index](#i9429f00699b5406988569ab6594f6757_340)] | | | [removed: [51](#i5d1eda80d2094c54a5d02191c70e97ed_97)] [added: [51](#i9429f00699b5406988569ab6594f6757_340)] | | |

| 3.922% 2021 Notes | | | | | | 2021 Senior Secured Notes, [removed: maturing] [added: matured on] June 1, 2021 | | |

| 4.333% 2023 Notes | | | | | | 2023 Senior [removed: Secured] [added: Unsecured] Notes, maturing June 1, 2023 | | |

| 2.670% 2023 Notes | | | | | | 2023 Senior [removed: Secured] [added: Unsecured] Notes, maturing September 1, 2023 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ☒ | | | Yes | | | ☐ | | | No | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ☒ | | | Yes | | | ☐ | | | No | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

☐

☒

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ☐ | | | Yes | | | ☒ | | | No | | |

| [Item 6.](#i9429f00699b5406988569ab6594f6757_292) | | | [\[Reserved\]](#i9429f00699b5406988569ab6594f6757_292) | | | [33](#i9429f00699b5406988569ab6594f6757_292) | | |

| [I](#i9429f00699b5406988569ab6594f6757_3157)[tem 9C.](#i9429f00699b5406988569ab6594f6757_3157) | | | [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#i9429f00699b5406988569ab6594f6757_3157) | | | [49](#i9429f00699b5406988569ab6594f6757_3157) | | |

| | | | [Signatures](#i9429f00699b5406988569ab6594f6757_343) | | | [55](#i9429f00699b5406988569ab6594f6757_343) | | |

| | | | | | | | | |

| | | | [Power of Attorney](#i9429f00699b5406988569ab6594f6757_346) | | | [56](#i9429f00699b5406988569ab6594f6757_346) | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 0.983% 2024 Notes | | | | | | 2024 Senior Unsecured Notes, maturing September 1, 2024 | | |

| | | | | | | | | |

| PSUs | | | | | | RSUs with a market condition or a performance condition, and a service condition | | |

| | | | | | | | | |

| SOFR | | | | | | Secured Overnight Financing Rate | | |

| SONIA | | | | | | Sterling Overnight Index Average | | |

| Term Loan Facility | | | | | | $3.00 billion term loan facility available under the Credit Agreement prior to the December 16, 2021 amendment to such agreement | | |

Overview

Business and Macroeconomic Environment

In response to global supply constraints, we worked to mitigate the impact of the pandemic on our business by qualifying alternative suppliers, increasing our inventory of raw materials, ramping our internal factories and adding assembly and test capacity to increase our manufacturing capability while securing additional capacity with our subcontractors wherever possible.

However, strong customer demand outpaced capacity improvements in fiscal 2022 as we continued to experience constraints in our internal and external factories and their related manufacturing supply chains.

We expect that certain supply chain constraints will persist through calendar 2022 and into calendar 2023.

In response to the pandemic, we have taken proactive preventative measures to enable a safe environment for our employees and operation of our manufacturing sites.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

worldwide microcontroller market.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

Commission File Number: 0-21184

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | Emerging growth company | | | ☐ | | |

| [Item 6.](#i5d1eda80d2094c54a5d02191c70e97ed_52) | | | [Selected Financial Data](#i5d1eda80d2094c54a5d02191c70e97ed_3793) | | | [32](#i5d1eda80d2094c54a5d02191c70e97ed_3793) | | |

| | | | [Signatures](#i5d1eda80d2094c54a5d02191c70e97ed_100) | | | [56](#i5d1eda80d2094c54a5d02191c70e97ed_100) | | |

| | | | [Power of Attorney](#i5d1eda80d2094c54a5d02191c70e97ed_103) | | | [57](#i5d1eda80d2094c54a5d02191c70e97ed_103) | | |

| Senior Credit Facilities | | | | | | Revolving Credit Facility and Term Loan Facility | | |

| Term Loan Facility | | | | | | $3.0 billion term loan facility created pursuant to the Credit Agreement | | |

Impact of COVID-19 on Our Business

Supply chains, however, were stressed as they were not expecting the level of economic strength that occurred.

The impact of the pandemic on individuals and in certain locations in which we operate remains uncertain and will depend on many factors, such as the effectiveness of the pandemic containment efforts including the use and effectiveness of vaccines.

We regularly monitor new information regarding the severity of COVID-19 and the ability to contain, treat, or prevent it.

In response to the early indications of the COVID-19 pandemic, we took proactive measures to safeguard the health of our employees, contractors, customers, suppliers, visitors to our facilities, other business partners, and our communities.

We monitor governmental policies and CDC recommendations and take appropriate actions which are designed to prevent and control the spread of COVID-19.

We also offer

control products.

In connection with these efforts, we reduced the clean room footprint and transferred certain higher volume products from Fab 5 to our 8-inch wafer fabrication facilities in Arizona and Oregon.

These restructuring efforts were substantially completed as of March 31, 2021.

With the exception of Arrow Electronics, our largest distributor, which accounted for 10%

asserting infringement of patent and other intellectual property rights.

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

At March 31, [removed: 2021,] [added: 2022,] we owned and used the facilities described below:

| Chacherngsao, Thailand | | | | | | [removed: 489,000] [added: 498,100] | | | | | | Assembly and test, wafer probe, sample center, warehousing and administrative offices | | |

| [added: Canlubang,] Calamba, Philippines | | | | | | 460,000 | | | | | | Wafer probe, test, warehousing and administrative offices | | |

| Tempe, Arizona | | | | | | [removed: 457,000] [added: 388,100] | | | | | | Wafer fabrication (Fab 2), R&D center, warehousing and administrative offices | | |

| Chacherngsao, Thailand | | | | | | [removed: 215,000] [added: 267,100] | | | | | | Assembly and test, warehousing and administrative offices | | |

| Rousset, France | | | | | | [removed: 170,000] [added: 144,500] | | | | | | Test, R&D and administrative offices | | |

| Neckarbischofsheim, Germany | | | | | | [removed: 80,000] [added: 83,800] | | | | | | Manufacturing and administrative offices | | |

| Beverly, Massachusetts | | | | | | [removed: 52,103] [added: 52,100] | | | | | | Manufacturing | | |

| Heilbronn, Germany | | | | | | [removed: 46,000] [added: 48,000] | | | | | | R&D and administrative offices | | |

| Karlsruhe, Germany | | | | | | [removed: 43,000] [added: 46,000] | | | | | | R&D and administrative offices | | |

| Lamesa, Calamba, Philippines | | | | | | 610,300 | | | | | | Assembly and test, warehousing and administrative offices | | |

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

[removed: ][added: ]

*$100 invested on March 31, [removed: 2016] [added: 2017] in stock or index, including reinvestment of dividends

Copyright © [removed: 2021] [added: 2022] Standard & Poor's, a division of S&P Global.

| | | | | | | March [removed: 2016] [added: 2017] | | | | | | March [removed: 2017] [added: 2018] | | | | | | March [removed: 2018] [added: 2019] | | | | | | March [removed: 2019] [added: 2020] | | | | | | March [removed: 2020] [added: 2021] | | | | | | March [removed: 2021] [added: 2022] | | |

On May [removed: 7, 2021,] [added: 12, 2022,] there were approximately [removed: 567] [added: 546] holders of record of our common stock.

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

Security Ownership [removed: Of] [added: of] Certain Beneficial Owners And Management And Related Stockholder Matters," at page [removed: 49] [added: [50](#i9429f00699b5406988569ab6594f6757_322)] below, for the information required by Item 201(d) of Regulation S-K with respect to securities authorized for issuance under our equity compensation plans at March 31, [removed: 2021.][added: 2022.]

[removed: From time to time,] [added: (1) In November 2021,] our Board of Directors [removed: has] authorized the repurchase of [removed: shares] [added: up to $4.00 billion] of our common stock in the open market or in privately negotiated transactions.

There is no expiration date associated with this [removed: repurchase program.][added: authorization.]

| Microchip Technology Incorporated | | | | | | 100.00 | | | | | | 125.97 | | | | | | 116.39 | | | | | | 96.66 | | | | | | 224.15 | | | | | | 219.65 | | |

| S&P 500 Stock Index | | | | | | 100.00 | | | | | | 113.99 | | | | | | 124.82 | | | | | | 116.11 | | | | | | 181.54 | | | | | | 209.94 | | |

| Philadelphia Semiconductor Index | | | | | | 100.00 | | | | | | 133.58 | | | | | | 143.08 | | | | | | 157.93 | | | | | | 331.62 | | | | | | 368.27 | | |

The information in this Form 10-K appearing under the heading "Stock Price Performance Graph" is being "furnished" pursuant to Item 201(e) of Regulation S-K and shall not be deemed to be "soliciting material" or "filed" with the SEC or subject to Regulation 14A or 14C, other than as provided in Item 201(e) of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act except to the extent that we specifically request that it be treated as such.

The following table sets forth our purchases of our common stock in the three months ended March 31, 2022:

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Period | | | | | | Total number of shares purchased | | | | | | Average price paid per share | | | | | | Total number of shares purchased as part of publicly announced program | | | | | | Approximate dollar value of shares that may yet be purchased under the program(1) (in millions) | | |

| January 1, 2022 - January 31, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | | | |

| February 1, 2022 - February 28, 2022 | | | | | | 2,115,188 | | | | | | $ | 73.14 | | | | | 2,115,188 | | | | | | | | |

| March 1, 2022 - March 31, 2022 | | | | | | 1,519,444 | | | | | | $ | 69.06 | | | | | 1,519,444 | | | | | | | | |

| | | | | | | 3,634,632 | | | | | | | | | | | | 3,634,632 | | | | | | $ | 3,574.4 | |

| Microchip Technology Incorporated | | | | | | 100.00 | | | | | | 156.77 | | | | | | 197.49 | | | | | | 182.47 | | | | | | 151.54 | | | | | | 351.41 | | |

| S&P 500 Stock Index | | | | | | 100.00 | | | | | | 117.17 | | | | | | 133.57 | | | | | | 146.25 | | | | | | 136.05 | | | | | | 212.71 | | |

| Philadelphia Semiconductor Index | | | | | | 100.00 | | | | | | 152.17 | | | | | | 203.28 | | | | | | 217.73 | | | | | | 240.33 | | | | | | 504.64 | | |

In January 2016, our Board of Directors authorized an increase in the then existing share repurchase program to 15.0 million shares of common stock.

There were no repurchases of common stock during fiscal 2021.

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

Part II, Item 6 is no longer required as the Company has elected to early adopt the change to Item 301 of Regulation S-K contained in SEC Release No. 33-10890.

[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

Management assessed our internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] the end of our fiscal year.

Ernst & Young LLP, an independent registered public accounting firm, who audited our consolidated financial statements included in this Form 10-K has issued an attestation report on our internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] which is included on page [removed: F-5.][added: F-[4](#i9429f00699b5406988569ab6594f6757_358).]

During the three months ended March 31, [removed: 2021,] [added: 2022,] we transitioned certain of Microsemi's processes to our internal control processes and we expect to transition more of such processes throughout the remainder of calendar year [removed: 2021.][added: 2022.]

Other than with respect to our transition of Microsemi to our systems and control environment as described above, during the three months ended March 31, [removed: 2021,] [added: 2022,] there was no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

Eric Bjornholt, our Senior Vice [removed: President,] [added: President and] Chief Financial Officer, Mitch Little, our Senior Vice President, Worldwide Client Engagement, [removed: Steve Drehobl, our Senior Vice President, MCU8] and [removed: MCU16 Business Units, Rich Simoncic, our Senior Vice President, Analog Power and Interface Business Units, Esther Johnson, our Board Member, L.B. Day, our Board Member, and] Matthew W.

Steve Sanghi, our Executive Chair, J.

J.

PART III

Not applicable.

PART III

Information on the members of our Board of Directors is incorporated herein by reference to our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders under the captions "The Board of Directors," and "Proposal One – Election of Directors."

Information on the composition of our audit committee and the members of our audit committee, including information on our audit committee financial experts, is incorporated by reference to our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders under the caption "The Board of Directors – Committees of the Board of Directors – Audit Committee."

Information on our executive officers is provided in Item 1, Part I of this Form 10-K under the caption "Executive Officers of the Registrant" at page [removed: 11,] [added: [11](#i9429f00699b5406988569ab6594f6757_271),] above.

Information with respect to our code of ethics that applies to our directors, executive officers (including our principal executive officer and our principal financial and accounting officer) and employees is incorporated by reference to our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders under the caption "Code of Business Conduct and Ethics." A copy of our Code of Business Conduct and Ethics is available on our website at the Investor Relations section under Mission Statement/Corporate Governance on www.microchip.com.

Information regarding material changes, if any, to procedures by which security holders may recommend nominees to our Board of Directors is incorporated by reference to our proxy statement for the [removed: 2021] [added: 2022] annual meeting of stockholders under the caption "Requirements, Including Deadlines, for Receipt of Stockholder Proposals for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders; Discretionary Authority to Vote on Stockholder Proposals."

Information with respect to compliance with Section 16(a) of the Exchange Act, is incorporated herein by reference to our proxy statement for our 2022 annual meeting of stockholders under the caption "Delinquent Section 16(a) Reports."

Information with respect to executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation" in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

Information with respect to director compensation is incorporated herein by reference to the information under the caption "The Board of Directors – Director Compensation" in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

Information with respect to compensation committee interlocks and insider participation in compensation decisions is incorporated herein by reference to the information under the caption "The Board of Directors – Compensation Committee Interlocks and Insider Participation" in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

Our Board compensation committee report on executive compensation is incorporated herein by reference to the information under the caption "Executive Compensation – Compensation Committee Report on Executive Compensation" in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

Information with respect to securities authorized for issuance under our equity compensation plans is incorporated herein by reference to the information under the caption "Executive Compensation – Equity Compensation Plan Information" in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

Information with respect to security ownership of certain beneficial owners, members of our Board of Directors and management is incorporated herein by reference to the information under the caption "Security Ownership of Principal Stockholders, Directors and Executive Officers" in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

[Table of Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)

The information required by this Item pursuant to Item 404 of Regulation S-K is incorporated by reference to the information under the caption "Certain Transactions" contained in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

The information required by this Item pursuant to Item 407(a) of Regulation S-K regarding the independence of our directors is incorporated by reference to the information under the caption "Meetings of the Board of Directors" contained in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

The information required by this Item related to principal accountant fees and services as well as related pre-approval policies is incorporated by reference to the information under the caption "Independent Registered Public Accounting Firm" contained in our proxy statement for our [removed: 2021] [added: 2022] annual meeting of stockholders.

| | | | Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 42)] | | | [removed: F-[1](#i5d1eda80d2094c54a5d02191c70e97ed_112)] [added: F-[1](#i9429f00699b5406988569ab6594f6757_355)] | | |

| | | | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[5](#i5d1eda80d2094c54a5d02191c70e97ed_115)] [added: F-[4](#i9429f00699b5406988569ab6594f6757_358)] | | |

| | | | Consolidated Balance Sheets as of March 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[6](#i5d1eda80d2094c54a5d02191c70e97ed_133)] [added: F-[5](#i9429f00699b5406988569ab6594f6757_16)] | | |

| | | | Consolidated Statements of Income for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[7](#i5d1eda80d2094c54a5d02191c70e97ed_136)] [added: F-[6](#i9429f00699b5406988569ab6594f6757_19)] | | |

| | | | Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[8](#i5d1eda80d2094c54a5d02191c70e97ed_139)] [added: F-[7](#i9429f00699b5406988569ab6594f6757_22)] | | |

| | | | Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[9](#i5d1eda80d2094c54a5d02191c70e97ed_142)] [added: F-[8](#i9429f00699b5406988569ab6594f6757_25)] | | |

| | | | Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[11](#i5d1eda80d2094c54a5d02191c70e97ed_145)] [added: F-[10](#i9429f00699b5406988569ab6594f6757_28)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: F-[12](#i5d1eda80d2094c54a5d02191c70e97ed_148)] [added: F-[11](#i9429f00699b5406988569ab6594f6757_31)] | | |

| (3) | | | The Exhibits filed with this Form 10-K or incorporated herein by reference are set forth in the Exhibit [removed: Index beginning on page 51 hereof,] [added: Index,] which [removed: Exhibit Index] is incorporated herein by this reference. | | | | | |

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

| 3.1 | | | [removed: [Restated] [added: [Amended and Restated] Certificate of Incorporation of [removed: Registrant](http://www.sec.gov/Archives/edgar/data/827054/000095014702001431/ex3-1.txt)] [added: Microchip Technology Incorporated](http://www.sec.gov/Archives/edgar/data/827054/000082705421000251/exhibit31-amendedandrestat.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 000-21184 | | | | | | 3.1 | | | [removed: November 12, 2002] [added: August 26, 2021] | | | | | |

| [removed: 3.2] [added: 3.2] | | | [Amended and Restated Bylaws of Registrant, as amended [removed: February 26, 2021](https://www.sec.gov/Archives/edgar/data/827054/000082705421000106/ex32-amendedandrestatedbyl.htm)] [added: effective May 25, 2021](http://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex31.htm)] | | | [added: 8-K] | | | [added: 000-21184] | | | | | | [added: 3.1] | | | [added: May 28, 2021] | | | [removed: X] | | |

| [removed: 10.2] [added: 10.3] | | | [removed: [Augmenting Lender Supplement,] [added: [Amended and Restated Credit Agreement,] dated as of [removed: November 10, 2017,] [added: December 16, 2021, by and] among Microchip Technology Incorporated, the [removed: lender] [added: lenders from time to time] party [removed: thereto,] [added: thereto] and JPMorgan Chase Bank, N.A., as [removed: Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000082705417000207/exhibit101.htm)] [added: administrative agent](http://www.sec.gov/Archives/edgar/data/827054/000082705421000314/ex-101.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | [removed: November 13, 2017] [added: December 16, 2021] | | | | | |

| [removed: 10.3] [added: 10.2] | | | [removed: [Master Increasing Lender Supplement,] [added: [Amended and Restated Guaranty,] dated as of [removed: September 1, 2017, among] [added: May 29, 2018, made by the subsidiaries of] Microchip Technology [removed: Incorporated, the lenders] [added: Incorporated] party thereto [removed: and] [added: as guarantors in favor of] JPMorgan Chase Bank, N.A., as Administrative [removed: Agent](http://www.sec.gov/Archives/edgar/data/827054/000082705417000176/ex101912017.htm)] [added: Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex103.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 10.1] [added: 10.3] | | | [removed: September 1, 2017] [added: May 29, 2018] | | | | | |

| [removed: 10.11] [added: 4.13] | | | [removed: [Pledge and Security Agreement,] [added: [Senior Secured Notes Indenture,] dated as of [removed: December 17, 2020,] [added: May 28, 2021,] by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as [added: trustee and] collateral [removed: agent](http://www.sec.gov/Archives/edgar/data/827054/000119312520320765/d73424dex101.htm)] [added: agent](http://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm)] | | | 8-K | | | 000-21184 | | | | | | [removed: 10.1] [added: 4.1] | | | [removed: December 18, 2020] [added: May 28, 2021] | | | | | |

| 10.15* | | | [2004 Equity Incentive [removed: Plan] [added: Plan,] as [removed: Amended] [added: amended] and [removed: Restated] [added: restated] on [removed: April 1, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000093/exhibit101-amendedandresta.htm)] [added: October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex101q2fy22.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 000-21184 | | | | | | 10.1 | | | [removed: April 7,] [added: November 4,] 2021 | | | | | |

| [removed: 10.16*] [added: 10.19*] | | | [Form of Notice of Grant of Restricted Stock Units [removed: (officer)] for 2004 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705413000327/exhibit10211-12x2013.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1019q4fy22.htm)] | | | [removed: S-8] | | | [removed: 333-192273] | | | | | | [removed: 10.2] | | | [removed: November 12, 2013] | | | [added: X] | | |

| [removed: 10.17*] [added: 10.18*] | | | [Form of Notice of Grant of Restricted Stock Units [removed: (non-officer)] [added: (Performance)] for 2004 Equity Incentive [removed: Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705413000327/exhibit10311-12x2013.htm)] [added: Plan (including Exhibit A Performance Matrix)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex1018q4fy22.htm)] | | | [removed: S-8] | | | [removed: 333-192273] | | | | | | [removed: 10.3] | | | [removed: November 12, 2013] | | | [added: X] | | |

| [removed: 10.18*] [added: 10.5*] | | | [Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement)](http://www.sec.gov/Archives/edgar/data/827054/000104746904032009/a2145061zex-4_5.htm) | | | S-8 | | | 333-119939 | | | | | | 4.5 | | | October 25, 2004 | | | | | |

| [removed: 10.23*] [added: 10.6*] | | | [Form of RSU Grant Notice and Global RSU Agreement V-4004](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1017grantnoticeandgl.htm) | | | 10-K | | | 000-21184 | | | | | | 10.17 | | | May 30, 2019 | | | | | |

| [removed: 10.24*] [added: 10.7*] | | | [Form of Notice of Stock Option Grant and Stock Option Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1018noticeofstockopt.htm) | | | 10-K | | | 000-21184 | | | | | | 10.18 | | | May 30, 2019 | | | | | |

| [removed: 10.25*] [added: 10.8*] | | | [Form of CEO RSU Grant and RSU Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1019ceograntandrsuagt.htm) | | | 10-K | | | 000-21184 | | | | | | 10.19 | | | May 30, 2019 | | | | | |

| [removed: 10.26*] [added: 10.9*] | | | [Form of Notice of Grant of RSU Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1020s16grantandrsuagt.htm) | | | 10-K | | | 000-21184 | | | | | | 10.20 | | | May 30, 2019 | | | | | |

| [removed: 10.27*] [added: 10.10*] | | | [Notice of Grant of Restricted Stock Units (TSR)](http://www.sec.gov/Archives/edgar/data/827054/000082705420000019/exhibit101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | January 7, 2020 | | | | | |

| [removed: 10.28*] [added: 10.16*] | | | [removed: [Microchip Technology Incorporated 2001] [added: [2001] Employee Stock Purchase [removed: Plan] [added: Plan,] as amended through [removed: February 19, 2019](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex10212001esppamended2.htm)] [added: October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex102q2fy22.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 000-21184 | | | | | | [removed: 10.21] [added: 10.2] | | | [removed: May 30, 2019] [added: November 4, 2021] | | | | | |

| [removed: 10.29*] [added: 10.17*] | | | [removed: [Microchip Technology Incorporated] [added: [1994] International Employee Stock Purchase [removed: Plan] [added: Plan,] as amended [removed: May 6, 2019](http://www.sec.gov/Archives/edgar/data/827054/000082705419000143/ex1022iesppupdated5619.htm)] [added: through October 12, 2021](http://www.sec.gov/Archives/edgar/data/827054/000082705421000280/ex103q2fy22.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 000-21184 | | | | | | [removed: 10.22] [added: 10.3] | | | [removed: May 30, 2019] [added: November 4, 2021] | | | | | |

| [removed: 10.30*] [added: 10.11*] | | | [removed: [Executive Management] [added: [Management] Incentive Compensation Plan [removed: as] [added: (as] amended [removed: on May 16, 2016](http://www.sec.gov/Archives/edgar/data/827054/000082705416000429/ex101emicp.htm)] [added: through February 26, 2021)](http://www.sec.gov/Archives/edgar/data/827054/000082705421000065/exhibit101managementincent.htm)] | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | [removed: August 18, 2016] [added: March 2, 2021] | | | | | |

| [removed: 10.33*] [added: 10.12*] | | | [Microchip Technology Incorporated Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/827054/000095014702001573/ex4-1_1.txt) | | | S-8 | | | 333-101696 | | | | | | 4.1.1 | | | December 6, 2002 | | | | | |

| [removed: 10.34*] [added: 10.14*] | | | [removed: [Adoption] [added: [Amended and Restated Adoption] Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated [removed: January 1, 1997](http://www.sec.gov/Archives/edgar/data/827054/000095014702001573/ex4-1_3.txt)] [added: October 8, 2008, as amended December 15, 2008](http://www.sec.gov/Archives/edgar/data/827054/000082705416000344/ex1028.htm)] | | | [removed: S-8] [added: 10-K] | | | [removed: 333-101696] [added: 000-21184] | | | | | | [removed: 4.1.3] [added: 10.28] | | | [removed: December 6, 2002] [added: May 24, 2016] | | | | | |

| [removed: 10.37*] [added: 10.13*] | | | [Amendments to Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/827054/000110465906007461/a06-4622_1ex10d1.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 9, 2006 | | | | | |

| [removed: 10.39*] [added: 10.20*] | | | [Change of Control Severance Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_1.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | December 18, 2008 | | | | | |

| [removed: 10.40*] [added: 10.21*] | | | [Change of Control Severance Agreement](http://www.sec.gov/Archives/edgar/data/827054/000082705408000248/ex10_2.htm) | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | December 18, 2008 | | | | | |

| [removed: 10.41] [added: 10.22] | | | [Development Agreement dated as of August 29, 1997 by and between Registrant and the City of Chandler, Arizona](http://www.sec.gov/Archives/edgar/data/827054/0000950147-98-000110.txt) | | | 10-Q | | | 000-21184 | | | | | | 10.1 | | | February 13, 1998 | | | | | |

| [removed: 10.42] [added: 10.23] | | | [Addendum to Development Agreement by and between Registrant and the City of Tempe, Arizona, dated May 11, 2000](http://www.sec.gov/Archives/edgar/data/827054/000095014701500896/ex10-14.txt) | | | 10-K | | | 000-21184 | | | | | | 10.14 | | | May 15, 2001 | | | | | |

| [removed: 10.43] [added: 10.24] | | | [Development Agreement dated as of July 17, 1997 by and between Registrant and the City of Tempe, Arizona](http://www.sec.gov/Archives/edgar/data/827054/0000950147-98-000110.txt) | | | 10-Q | | | 000-21184 | | | | | | 10.2 | | | February 13, 1998 | | | | | |

| 21.1 | | | [Subsidiaries of [removed: Registrant](https://www.sec.gov/Archives/edgar/data/827054/000082705421000106/ex211q4fy21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex211q4fy22.htm)] | | | | | | | | | | | | | | | | | | X | | |

| [removed: 23.1] [added: 23.1] | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/827054/000082705421000106/ex231q4fy21.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex231q4fy22.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange [removed: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705421000106/ex311q4fy21.htm)] [added: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex311q4fy22.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange [removed: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705421000106/ex312q4fy21.htm)] [added: Act)](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex312q4fy22.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 32 | | | [Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/827054/000082705421000106/ex32q4fy21.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex32q4fy22.htm)] | | | | | | | | | | | | | | | | | | X | | |

[removed: Pursuant] [added: Pursuant] to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly [removed: authorized.][added: authorized.]

| May [removed: 17, 2021] [added: 20, 2022] | | | By: /s/ Ganesh Moorthy | | |

IN WITNESS WHEREOF, each of the undersigned has executed the foregoing power of attorney on this [removed: 17th] [added: 20th] day of May, [removed: 2021.][added: 2022.]

| /s/ Ganesh Moorthy | | | | | | | | | President, Chief Executive Officer, and Director | | | | | | May [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ Steve Sanghi | | | | | | | | | Executive Chair | | | | | | May [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ Matthew W. Chapman | | | | | | | | | Director | | | | | | May [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ Esther L. Johnson | | | | | | | | | Director | | | | | | May [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ Wade F. Meyercord | | | | | | | | | Director | | | | | | May [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ Karen M. Rapp | | | | | | | | | Director | | | | | | May [removed: 17, 2021] [added: 20, 2022] | | |

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| 4.14 | | | [Form of 0.983% Senior Secured Note due 2024 (included in Exhibit 4.1 of 8-K filed on May 28, 2021)](http://www.sec.gov/Archives/edgar/data/827054/000119312521177139/d518405dex41.htm) | | | 8-K | | | 000-21184 | | | | | | 4.2 | | | May 28, 2021 | | | | | |

| 10.4 | | | [Form of Indemnification Agreement between Registrant and its directors and certain of its officers](https://www.sec.gov/Archives/edgar/data/827054/000082705422000094/ex104q4fy22.htm) | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| 24.1 | | | [Power of Attorney](#i9429f00699b5406988569ab6594f6757_346) | | | | | | | | | | | | | | | | | | X | | |

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

| /s/ Karlton D. Johnson | | | | | | | | | Director | | | | | | May 20, 2022 | | |

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

EXHIBIT INDEX

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | |

| Exhibit Number | | | Exhibit Description | | | Form | | | File Number | | | | | | Exhibit | | | Filing Date | | | Included Herewith | | |

| 2.1 | | | [Agreement and Plan of Merger, dated as of March 1, 2018, by and among Microchip Technology Incorporated, Microsemi Corporation, and Maple Acquisition Corporation](http://www.sec.gov/Archives/edgar/data/827054/000119312518068156/d517266dex21.htm) | | | 8-K | | | 000-21184 | | | | | | 2.1 | | | March 2, 2018 | | | | | |

| 10.4 | | | [Master Increasing Lender Supplement dated as of March 19, 2015, by and among Microchip Technology Incorporated and the Increasing Lenders thereto](http://www.sec.gov/Archives/edgar/data/827054/000082705415000103/exhibit101masterincreasing.htm) | | | 10-K | | | 000-21184 | | | | | | 10.1 | | | May 27, 2015 | | | | | |

| 10.5 | | | [Amended and Restated Credit Agreement, dated as of May 29, 2018, by and among Microchip Technology Incorporated, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | May 29, 2018 | | | | | |

| 10.6 | | | [Amendment No.1 to Amended and Restated Credit Agreement, dated as of September 26, 2019, among Microchip Technology Incorporated, the Subsidiary Guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000082705419000266/exhibit101-093019.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | October 1, 2019 | | | | | |

| 10.7 | | | [Second Amendment to Amended and Restated Credit Agreement, dated as of March 21, 2020](http://www.sec.gov/Archives/edgar/data/827054/000119312520083097/d901097dex101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 24, 2020 | | | | | |

| 10.8 | | | [Pledge and Security Agreement, dated as of February 8, 2017, by and among Microchip Technology Incorporated, the other grantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312517034626/d346970dex102.htm) | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | February 8, 2017 | | | | | |

| 10.9 | | | [Amended and Restated Pledge and Security Agreement, dated as of May 29, 2018, by and among Microchip Technology Incorporated, the other grantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex102.htm) | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | May 29, 2018 | | | | | |

| 10.10 | | | [Pledge and Security Agreement, dated as of March 27, 2020, by and among Microchip Technology Incorporated, the other grantors from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent](http://www.sec.gov/Archives/edgar/data/827054/000119312520088655/d905730dex102.htm) | | | 8-K | | | 000-21184 | | | | | | 10.2 | | | March 27, 2020 | | | | | |

| 10.12 | | | [Amended and Restated Guaranty, dated as of May 29, 2018, made by the subsidiaries of Microchip Technology Incorporated party thereto as guarantors in favor of JPMorgan Chase Bank, N.A., as Administrative Agent](http://www.sec.gov/Archives/edgar/data/827054/000119312518176340/d567764dex103.htm) | | | 8-K | | | 000-21184 | | | | | | 10.3 | | | May 29, 2018 | | | | | |

| 10.13 | | | Form of Indemnification Agreement between Registrant and its directors and certain of its officers \[Paper filing not on SEC website\] | | | S-1 | | | 33-57960 | | | | | | 10.1 | | | February 5, 1993 | | | | | |

| 10.14 | | | [Microchip Technology Incorporated 2012 Inducement Award Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705412000225/exhibit48.htm) | | | S-8 | | | 333-183074 | | | | | | 4.8 | | | August 3, 2012 | | | | | |

| 10.19* | | | [Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan (including Exhibit A Restricted Stock Units Agreement)](http://www.sec.gov/Archives/edgar/data/827054/000110465906038580/a06-12509_1ex10d6.htm) | | | 10-K | | | 000-21184 | | | | | | 10.6 | | | May 31, 2006 | | | | | |

| 10.20* | | | [Restricted Stock Units Agreement (Domestic) for 2004 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705407000175/ex10_3.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.3 | | | November 7, 2007 | | | | | |

| 10.21* | | | [Restricted Stock Units Agreement (Foreign) for 2004 Equity Incentive Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705407000175/ex10_4.htm) | | | 10-Q | | | 000-21184 | | | | | | 10.4 | | | November 7, 2007 | | | | | |

| 10.22* | | | [Form of Global RSU Agreement for 2004 Equity Incentive Plan (including Notice of Grant of Restricted Stock Units)](http://www.sec.gov/Archives/edgar/data/827054/000082705410000248/ex10_1.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | September 27, 2010 | | | | | |

| 10.31* | | | [Discretionary Executive Management Incentive Compensation Plan](http://www.sec.gov/Archives/edgar/data/827054/000082705406000108/ex10_3.htm) | | | 8-K | | | 000-21184 | | | | | | 10.3 | | | August 24, 2006 | | | | | |

| 10.32* | | | [Management Incentive Compensation Plan (as amended through February 26, 2021)](http://www.sec.gov/Archives/edgar/data/827054/000082705421000065/exhibit101managementincent.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | March 2, 2021 | | | | | |

| 10.35* | | | [Amendment dated December 9, 1999 to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/827054/000095014702001573/ex4-1_4.txt) | | | S-8 | | | 333-101696 | | | | | | 4.1.4 | | | December 6, 2002 | | | | | |

| 10.36* | | | [February 3, 2003 Amendment to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan](http://www.sec.gov/Archives/edgar/data/827054/000095014703000708/ex10-28.txt) | | | 10-K | | | 000-21184 | | | | | | 10.28 | | | June 5, 2003 | | | | | |

| 10.38* | | | [Amended and Restated Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated October 8, 2008, as amended December 15, 2008](http://www.sec.gov/Archives/edgar/data/827054/000082705416000344/ex1028.htm) | | | 10-K | | | 000-21184 | | | | | | 10.28 | | | May 24, 2016 | | | | | |

| 10.44 | | | [Pledge and Security Agreement, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as collateral agent](http://www.sec.gov/Archives/edgar/data/827054/000119312520159535/d924588dex101.htm) | | | 8-K | | | 000-21184 | | | | | | 10.1 | | | June 3, 2020 | | | | | |

| 24.1 | | | [Power of Attorney included on Page 57 of this Form 10-K](#i5d1eda80d2094c54a5d02191c70e97ed_103) | | | | | | | | | | | | | | | | | | X | | |

| | | | | | | | | | | | | | | | | | |

| /s/ L.B. Day | | | | | | | | | Director | | | | | | May 17, 2021 | | |

| L.B. Day | | | | | | | | | | | | | | | | | |

| | | | | | | | | | Director | | | | | | | | |

YEAR ENDED MARCH 31, [removed: 2021][added: 2022]

[Table of [removed: Contents](#i5d1eda80d2094c54a5d02191c70e97ed_10)][added: Contents](#i9429f00699b5406988569ab6594f6757_238)]

| Report of Independent Registered Public Accounting Firm [added: (PCAOB ID: 42)] | | | [removed: F-[1](#i5d1eda80d2094c54a5d02191c70e97ed_112)] [added: F-[1](#i9429f00699b5406988569ab6594f6757_355)] | | |

| Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | | | [removed: F-[5](#i5d1eda80d2094c54a5d02191c70e97ed_115)] [added: F-[4](#i9429f00699b5406988569ab6594f6757_358)] | | |

| Consolidated Balance Sheets as of March 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: F-[6](#i5d1eda80d2094c54a5d02191c70e97ed_133)] [added: F-[5](#i9429f00699b5406988569ab6594f6757_16)] | | |

| Consolidated Statements of Income for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[7](#i5d1eda80d2094c54a5d02191c70e97ed_136)] [added: F-[6](#i9429f00699b5406988569ab6594f6757_19)] | | |

| Consolidated Statements of Comprehensive Income for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[8](#i5d1eda80d2094c54a5d02191c70e97ed_139)] [added: F-[7](#i9429f00699b5406988569ab6594f6757_22)] | | |

| Consolidated Statements of Cash Flows for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[9](#i5d1eda80d2094c54a5d02191c70e97ed_142)] [added: F-[8](#i9429f00699b5406988569ab6594f6757_25)] | | |

| Consolidated Statements of Changes in Equity for each of the three years in the period ended March 31, [removed: 2021] [added: 2022] | | | [removed: F-[11](#i5d1eda80d2094c54a5d02191c70e97ed_145)] [added: F-[10](#i9429f00699b5406988569ab6594f6757_28)] | | |

| Notes to Consolidated Financial Statements | | | [removed: F-[12](#i5d1eda80d2094c54a5d02191c70e97ed_148)] [added: F-[11](#i9429f00699b5406988569ab6594f6757_31)] | | |

We have audited the accompanying consolidated balance sheets of Microchip Technology Incorporated (the Company) as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated May [removed: 17, 2021] [added: 20, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | As more fully described in Note [removed: 13] [added: 12] to the consolidated financial statements, the Company operates in a number of tax jurisdictions and its income tax returns are subject to examination by tax authorities in those jurisdictions that may challenge any tax position on these returns. Because the matters challenged by authorities are typically complex and subject to interpretation, their ultimate outcome is uncertain. The Company uses significant judgment in (1) determining whether a tax position’s technical merits are [removed: more-likely-then-not] [added: more-likely-than-not] to be [removed: sustained,] [added: sustained] and (2) measuring the amount of tax benefit that qualifies for recognition. As of March 31, [removed: 2021,] [added: 2022,] the Company recognized accrued liabilities for unrecognized tax benefits associated with various tax positions totaling [removed: $826.3] [added: $804.1] million. Because of the complexity of tax laws and regulations, auditing the recognition and measurement of unrecognized tax benefits requires a high degree of auditor judgment and increased extent of effort, including the involvement of our tax professionals. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of controls over the Company’s accounting process for unrecognized tax benefits. This included testing controls over management’s review of the technical merits of tax positions, including the process to measure the financial statement impact of these tax matters. Our audit procedures included, among others, evaluating the assumptions the Company used to develop its tax positions and related unrecognized tax benefit amounts by jurisdiction and testing the completeness and accuracy of the underlying data used by the Company to calculate its uncertain tax positions. We involved our tax professionals located in the respective jurisdictions to assess the technical merits of the Company’s tax positions and to evaluate the application of relevant tax laws in the Company’s recognition determination. We assessed the Company’s correspondence with the relevant tax authorities and evaluated tax or legal opinions or other third-party advice obtained by the Company. We also evaluated the adequacy of the Company’s disclosures included in Note [removed: 13] [added: 12] in relation to these tax matters. | | |

| *Description of the Matter* | | | | | | As described in Note [removed: 7] [added: 6] to the consolidated financial statements, the Company privately negotiated several transactions to settle an aggregate of (1) [removed: $968.6] [added: $107.0] million principal amount of its 2015 Senior Convertible Debt, (2) [removed: $1,736.7] [added: $205.3] million principal amount of its 2017 Senior Convertible Debt and (3) [removed: $563.7] [added: $112.4] million principal amount of its 2017 Junior Convertible Debt. Through these transactions the Company provided holders an aggregate of (1) [removed: $2,611.4] [added: $424.7] million of [removed: cash,] [added: cash and] (2) [removed: 26.1] [added: 8.8] million shares of the Company’s common [removed: stock and (3) $665.5 million principal amount of its 2020 Senior Convertible Debt.] [added: stock.] The transactions were complex because the Company used significant judgment to estimate the current comparable borrowing rates for otherwise identical non-convertible debt instruments to determine the fair value of the liability components at each transaction date. Auditing the valuation of the liability components was challenging because the Company used complex valuation methodologies and subjective assumptions, including the expected volatility and credit spread. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to estimate the fair value of the liability components of the convertible debt instruments, including controls over management’s review of the valuation model and the significant assumptions used in the calculation. Our audit procedures included, among others, inspecting the transaction agreements and involving our internal valuation specialist to assist in evaluating the reasonableness of valuation methodologies, models and significant assumptions. We also performed sensitivity analyses to evaluate the reasonableness of certain significant assumptions, including the current comparable borrowing rates. We tested the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. We also evaluated the Company’s financial statement disclosures related to these matters included in Note [removed: 7] [added: 6] to the consolidated financial statements. | | |

We have audited Microchip Technology Incorporated’s internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Microchip Technology Incorporated (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of March 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended March 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated May [removed: 17, 2021] [added: 20, 2022] expressed an unqualified opinion thereon.

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

May 20, 2022

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

May 20, 2022

[Table of Contents](#i9429f00699b5406988569ab6594f6757_238)

Estimating variable consideration for distributor sales

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *Description of the Matter* | | | | | | The Company's sales arrangements provide certain distributors with price concessions, which results in variable consideration. During the year ended March 31, 2021, approximately $2,737.4 million of the Company's total $5,438.4 million in net sales represents sales to distributors, which has been adjusted for estimates of the price concessions that are expected to be claimed. As explained in Note 1 to the consolidated financial statements, the Company estimates the amount of consideration to which it will be entitled using recent, observable experience from the prior quarter and applying the expected value method. The Company records a reduction of the original sale amount for the estimated variable consideration resulting from price concessions. At March 31, 2021, such reserves totaled $350.7 million. Auditing management's estimates of variable consideration resulting from price concessions under the distributor contracts involved subjective auditor judgment because the estimates rely on a number of factors that could be affected by future economic and market conditions. The estimated concession rates are made using recent, observable experience from the prior quarter. The concession rates are evaluated to determine whether adjustments are needed for changes in pricing terms and economic and market conditions. Changes in those assumptions can have a material effect on the amount of variable consideration recognized. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company's process to calculate the variable consideration resulting from price concessions, including management's assessment of the price concession assumptions and data underlying the estimate. Our audit procedures included, among others, evaluating the significant assumptions and the accuracy and completeness of the underlying data used in management's estimate. This included comparing management’s accrual for future price concessions at a disaggregated level to historical results and testing the value of the inventory held by distributors at the end of the period through confirmations with the distributors. We confirmed contractual terms and conditions directly with a selection of distributor customers. We evaluated whether recent, observable experience from the prior quarter is a reasonable approximation for expected future concessions in consideration of the current contractual terms and economic and market conditions. In addition, we assessed the historical accuracy of management's estimates for variable consideration resulting from price concessions and the related assumptions by performing a retrospective review on the accuracy of prior period estimates. | | |

May 17, 2021

F-5